Terms and Conditions/ Terms of Services

Website Design Development & SEO Services

  1. The client (hereinafter referred to as “Client”) is engaging the web designer, Tech Sumitra LLC, Inc . (hereinafter referred to as “Tech Sumitra LLC”) as an independent contractor for the specific purpose of designing a World Wide Web Site (hereinafter referred to as “Web Design Project”) to be published on the Client’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer (hereinafter referred to as “Hosting Service”) or provided on diskette at the Client’s option. The client hereby authorizes Tech Sumitra LLC to access this account, and authorizes the Hosting Service to provide Tech Sumitra LLC and its employees with “full access” to the Client’s account and any other programs needed for this Web Design Project that are included as a part of the Client’s service agreement.
  2. Assignment of Web Design Project. Tech Sumitra LLC Terms of Services reserves the right, and you hereby agree to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
  3. Copyrights and Trademarks. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Tech Sumitra LLC or its employees for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Tech Sumitra LLC and its employees and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
  4. Marketing: Tech Sumitra LLC retains the right to display graphics and other web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a link to Tech Sumitra LLC’s website.
  5. Completion Date. Tech Sumitra LLC and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 45 days after Client has submitted all necessary materials.
  6. All necessary materials for the website project, including graphics and verbiage must be submitted to Tech Sumitra LLC no later than 21 days of the effective date this agreement. If materials are not submitted within this time frame, the completion date may be extended.
  7. Client will provide all logos and graphics to Tech Sumitra LLC in digital format. Scanned images will be charged at Tech Sumitra LLC’s current hourly rate. This quote does not include Tech Sumitra LLC taking digital pictures.
  8. All our proofs are online, through a specific link that we provide to you. The proofs normally have no content. These are to get the theme of the website. Once the proofs are approved, we start adding content.
  9. Tech Sumitra LLC owns all documents of website project until all fees are paid.
  1. Tech Sumitra LLC owns all documents of website project until all fees are paid.
  2. All our proofs are online, through a specific link that we provide to you. The proofs normally have no content. These are to get the theme of the website. Once the proofs are approved, we start adding content.
  3. Terms of Services about graphics : Client will provide all logos and graphics to Tech Sumitra LLC in digital format. Scanned images will be charged at Tech Sumitra LLC’s current hourly rate. This quote does not include Tech Sumitra LLC taking digital pictures.
  4. All necessary materials for the website project, including graphics and verbiage must be submitted to Tech Sumitra LLC no later than 21 days of the effective date this agreement. If materials are not submitted within this time frame, the completion date may be extended.
  5. Terms of Services Completion Date. Tech Sumitra LLC and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 45 days after Client has submitted all necessary materials.
  6. Marketing: Tech Sumitra LLC retains the right to display graphics and other web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a link to Tech Sumitra LLC’s website.
  7. Terms of Services about Copyrights and Trademarks. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Tech Sumitra LLC or its employees for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Tech Sumitra LLC and its employees and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
  8. Assignment of Web Design Project. Tech Sumitra LLC reserves the right, and you hereby agree to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
  9. The above-named client (hereinafter referred to as “Client”) is engaging the web designer, Tech Sumitra LLC, Inc . (hereinafter referred to as “Tech Sumitra LLC”) as an independent contractor for the specific purpose of designing a World Wide Web Site (hereinafter referred to as “Web Design Project”) to be published on the Client’s account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer (hereinafter referred to as “Hosting Service”) or provided on diskette at the Client’s option. The client hereby authorizes Tech Sumitra LLC to access this account, and authorizes the Hosting Service to provide Tech Sumitra LLC and its employees with “full access” to the Client’s account and any other programs needed for this Web Design Project that are included as a part of the Client’s service agreement.
  10. Remedies: In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 90 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
  11. Change Orders. Changes in Web Design Project can, at the discretion of Tech Sumitra LLC, result in additional fees and extension of final delivery date. Tech Sumitra LLC will notify the Client if additional fees will be charged prior to performing additional tasks.
  12. Notwithstanding any prices listed in literature or on web pages, the Client and Tech Sumitra LLC agree that the services described in the Web Design Project Proposal shall be completed for the Design & Creation Fee listed in this document. The Total Price listed in the Web Content Proposal is for content and services listed in Web Content Proposal. Upon the discretion of Tech Sumitra LLC, any amendments can result in additional charges.
  13. Payments must be made promptly based on the terms of this Web Design Project. Tech Sumitra LLC reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. This agreement becomes effective when signed by the Client and Tech Sumitra LLC or an email sent by client agreeing to these terms. Regardless of the place of signing of this agreement, the Client agrees that for the purposes of venue, this agreement was entered into in Greene County, Missouri, and any dispute will be litigated or arbitrated in Springfield, Missouri and the Client hereby consents to the personal jurisdiction of the Missouri State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. All payments will be made in U. S. Dollars.
  14. Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in this contract. The Client agrees to pay to Tech Sumitra LLC an initial, non-refundable deposit of 50% of the Creation & Design Fee upon execution of this agreement. Design services will not begin until Tech Sumitra LLC has received the deposit, along with this document signed and dated. Final payment is due prior to publication and/or delivery of the Web Design Project.
  15. Electronic Commerce Laws. The Client agrees that the Client is solely responsible for complying with any laws, taxes and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect and defend Tech Sumitra LLC and its employees and it subcontractors from any claim, suit, penalty, tax, fine or tariff arising from the Client’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes and tariffs.
  16. Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither Tech Sumitra LLC nor any of its employees or agents warrants that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the client. In no event will Tech Sumitra LLC or its employees be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Tech Sumitra LLC has been advised of the possibility of damages.
  17. This Agreement. This agreement constitutes the sole agreement between Tech Sumitra LLC and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Tech Sumitra LLC. All prices specified in this contract will be honored for 30 days after both parties sign this contract. Continued services after that time will require a new agreement.
  18. SEO Terms This Search Engine Optimization and Reporting Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Customer”) and applies to the purchase of all Search Engine Optimization and Reporting Services (hereinafter collectively referred to as “SEO Services”) ordered by Customer.
  19. Term and Termination– This Agreement shall be effective as of the time frame Customer signs up for SEO Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (60) days of receipt of the notice. This Agreement may be terminated by Tech Sumitra LLC(i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Tech Sumitra LLCor hinders Tech Sumitra LLC’s ability to perform the SEO Services hereunder.
  20. SEO Services– Tech Sumitra LLCagrees to provide Customer with SEO Services as described in this Agreement. Tech Sumitra LLCis authorized to use the specific keywords and/or phases provided by Customer for development, improving the ranking of, and/or positioning the contents of the Customer’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include: Research keywords and phrases to select appropriate, relevant search terms. Submit Customer’s pages to search engines and directories as set forth in this Agreement. Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors. Create positioning reports showing rankings in the major search engines and under which keywords.
  21. Fees; Limitations on Refunds and Cancellation Fees– Customer agrees to pay Tech Sumitra LLCany and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any SEO Services. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO Tech Sumitra LLCAS PROVIDED IN THE AGREEMENT. Tech Sumitra LLCIS HEREBY AUTHORIZED TO CHARGE CUSTOMER’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO Tech Sumitra LLC.
  22. Customer Responsibilities– For the purposes of providing these services, Customer agrees: To provide Tech Sumitra LLCwith FTP access to its web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.To authorize Tech Sumitra LLCuse of all Customer’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Tech Sumitra LLCfor search engine positioning and optimization.That if Customer’s web site(s) is light in textual content, Customer will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Customer agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.Search Engines– Selected search engine submissions include Google, Yahoo, Bing, AOL, Ask
  23. Customer Acknowledgements– Customer understands, acknowledges and agrees that:Tech Sumitra LLChas no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Tech Sumitra LLCwill resubmit those pages that have been dropped from the index.Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Tech Sumitra LLCwill re-submit the web site(s) based on the current policies of the search engine or directory in question.Some search engines and directories offer expedited listing services for a fee. Tech Sumitra LLCencourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees.Web Site Changes– Tech Sumitra LLCis not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).
  24. Additional Services– Additional services not listed herein will be provided for a fee of $100.00 per hour. Tech Sumitra LLCis not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $100.00 per hour.
  25. Indemnification– Customer shall indemnify and hold harmless Tech Sumitra LLC(and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Tech Sumitra LLCas a result of any claim, judgment, or adjudication against Tech Sumitra LLCrelated to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Tech Sumitra LLC(the “Customer Content”), or (b) a claim that Tech Sumitra LLC’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Tech Sumitra LLCmust: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
  26. Disclaimer of All Other Warranties– Tech Sumitra LLCDOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, Tech Sumitra LLCPROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
  27. Limited Liability– IN NO EVENT SHALL Tech Sumitra LLCBE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. Tech Sumitra LLCMAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
  28. Customer Representations– Customer makes the following representations and warranties for the benefit of Tech Sumitra LLC:Customer represents to Tech Sumitra LLCand unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Tech Sumitra LLCare owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Tech Sumitra LLCand its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Tech Sumitra LLCfor inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Tech Sumitra LLCand its subcontractors from any liability or suit arising from the use of such elements.From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Tech Sumitra LLCand its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
  29. Confidentiality– The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Tech Sumitra LLCand Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
  30. Force Majeure– Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
  31. Relationship of Parties– Tech Sumitra LLC, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of Tech Sumitra LLC, whether by regulation or contract. In no way is Tech Sumitra LLCto be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
  32. Notice and Payment– Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
  33. Jurisdiction/Disputes– This Agreement shall be governed in accordance with the laws of the State of Missouri . All disputes under this Agreement shall be resolved by litigation in the courts of the State of Missouri including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
  34. Agreement Binding on Successors– The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
  35. Assignability– Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Tech Sumitra LLC. Tech Sumitra LLCreserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  36. Waiver– No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  37. Severability– If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
  38. No Inference Against Author– No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  39. Disputes– Customer and Tech Sumitra LLCagree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Knox County, Missouri and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Missouri sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Missouri or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

These Terms & Conditions may be changed without Notice 3/1/2020

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